Form 4: Steelcase CEO's Ownership Shifts Post-HNI Merger

Steelcase Inc. President and CEO Sara E. Armbruster reports significant changes in her beneficial ownership following the company's acquisition by HNI Corporation.

Summary

• Steelcase Inc. became a wholly-owned subsidiary of HNI Corporation on December 10, 2025, pursuant to the Agreement and Plan of Merger dated August 3, 2025.
• Reporting Person Sara E. Armbruster, President and CEO, reported multiple transactions on December 10, 2025, related to the merger.
• She disposed of 245,128 shares and 510,700 shares of Steelcase Class A Common Stock as part of the merger consideration.
• She also had a deemed acquisition of 1,148,850 shares of Steelcase Class A Common Stock underlying unvested performance units, which were then disposed of as part of the merger consideration.
• Each outstanding share of Steelcase Class A Common Stock was converted into merger consideration: (i) 0.2192 shares of HNI common stock and $7.20 in cash (mixed election); (ii) $16.19 in cash and 0.0009 shares of HNI common stock (cash election); or (iii) 0.3940 shares of HNI common stock (stock election).
• Unvested Company RSU Awards and Company PSU Awards were assumed by HNI and converted into restricted stock unit awards settling in cash and HNI common stock.
• Armbruster also transferred 245,127 shares of Steelcase Class A Common Stock to her ex-husband pursuant to a domestic relations order since her last report.
• Following these transactions, her direct beneficial ownership of Steelcase Class A Common Stock is 0.

Sentiment

Score: 7

Explanation: The sentiment is positive as the planned merger has been successfully completed, and executive equity awards have been appropriately converted, indicating a smooth transition for the company and its leadership. The reporting person's ownership changes are a procedural outcome of the merger.

Positives

• The merger between Steelcase Inc. and HNI Corporation has been successfully completed, providing shareholders with defined merger consideration.
• Unvested RSU and PSU awards held by the reporting person were assumed by HNI and converted into new restricted stock unit awards, preserving value for executives.
• The reporting person's ownership is now zero in Steelcase, reflecting the successful acquisition and conversion of shares into HNI consideration.

Negatives

• Steelcase Inc. is no longer an independent publicly traded entity, becoming a wholly-owned subsidiary of HNI Corporation.
• The reporting person's direct beneficial ownership in Steelcase Class A Common Stock has been reduced to zero.

Future Outlook

Steelcase Inc. will operate as a wholly-owned subsidiary of HNI Corporation, with its equity securities no longer publicly traded. The future performance and strategic direction of Steelcase will be integrated within HNI's overall business strategy.

Industry Context

This transaction represents a consolidation within the office furniture and workspace solutions industry, with HNI Corporation expanding its portfolio by acquiring Steelcase Inc., a major player in the sector. Such mergers often aim to achieve synergies, expand market share, and optimize operational efficiencies in a competitive market.

Comparison to Industry Standards

• The merger consideration structure, offering cash, stock, or a mix, is a common approach in corporate acquisitions, providing flexibility to target company shareholders.
• The conversion of unvested equity awards (RSUs, PSUs) into equivalent awards of the acquiring company (HNI) is standard practice to retain key talent and align incentives post-merger.

Corporate Governance

Stakeholder Impact

• Shareholders of Steelcase Inc. received merger consideration, converting their investment into cash, HNI stock, or a combination.
• Employees, particularly those with equity awards like the reporting person, had their unvested RSUs and PSUs converted into HNI restricted stock unit awards, maintaining their incentive alignment.
• Customers and suppliers of Steelcase Inc. will now be dealing with a company under the ownership of HNI Corporation, potentially leading to changes in operational procedures or strategic focus.

Next Steps

• Integration of Steelcase Inc. operations and financials into HNI Corporation.
• Shareholders of Steelcase Inc. will receive their elected merger consideration (cash, HNI stock, or mixed).
• Reporting person's new restricted stock unit awards from HNI will vest according to their original terms.

Key Dates

Keywords

Steelcase, HNI Corporation, Merger, Form 4, Insider Transaction, Beneficial Ownership, Sara Armbruster, Class A Common Stock, RSU, PSU, Corporate Acquisition, NYSE: SCS, NYSE: HNI